ABN Amro on Wednesday night agreed to open its books to a consortium of European banks that earlier in the day proposed a €72bn (£49bn, $98bn) break-up bid for the Dutch lender which trounced an agreed offer from Barclays.
The Dutch bank’s board had been under intense pressure from shareholders to allow Royal Bank of Scotland, Santander of Spain and Fortis, the Belgo-Dutch banking and insurance group, access to its accounts after the trio unveiled the outline of a proposed €39-a-share offer, most of which would be in cash.
ABN said it had agreed to allow due diligence on the same terms as it had granted Barclays following the British bank’s €66bn bid.
Earlier in the day it had raised concerns about the consortium’s plans, particularly in relation to finance, and had indicated that it would only allow access to its books if it was provided with signifcant detail.
John Varley, Barclays chief executive, said he felt “entirely calm” about the consortium bid which he said changed nothing. He derided it “as the deconstruction into heaven knows how many parts of one of the biggest banks in Europe”.
However, following a series of telephone exchanges between ABN and the consortium, the Dutch bank said it would allow access “although the consortium has provided few additional details with respect to its proposals”.
The decision was “in line with ABN Amro’s on-going commitment to consider value creating opportunities for shareholders”, ABN said.
The Dutch bank will also have been mindful that it will face intense shareholder scrutiny at Thursday’s annual meeting, where any suggestion that it was trying to stall the consortium was likely to have triggered threats of legal action.
ABN Amro executives have previously expressed misgivings about a break-up of the bank. They are also understood to be particularly unhappy about the prospect of Fortis, ABN Amro’s arch-rival, absorbing the bank’s Dutch business.
The consortium said about 70 per cent – or €50bn – of its offer would be in the form of cash, with the rest in RBS shares. “Most people would think we’re good for it,” said Sir Fred Goodwin, RBS chief executive. “We’ve got the cash.”
According to people close to the matter, the three banks are expected to finance their offer partially from cash reserves and asset sales, though Santander and Fortis are expected to issue equity.
ABN Amro shareholders had earlier in the day made clear that they would react aggressively to any delay in granting the RBS consortium access to the Dutch bank’s accounts.
The consortium is also understood to have found a way to stop the sale of ABN Amro’s US subsidiary to Bank of America for $21bn (£10.5bn). The consortium is expected to make a higher offer for LaSalle, which would be conditional on its bid for the whole bank being a success. BofA said on Wednesday it had a “legal contract” to buy LaSalle.
Barclays executives were watching developments closely on Wednesday. But the British bank had been expected to leave its all-share offer, which values each ABN Amro share at about €35.50, on the table regardless of whether the consortium was granted access to the Dutch bank’s books.
Shares in ABN Amro jumped 3.5 per cent to €36.21. as investors anticipated the possibility of a higher offer. RBS shares fell 1.7 per cent to £19.79.
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